SGE Strong Global Entertainment Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

November 9, 2023

Date of Report (Date of earliest event reported)

 

STRONG GLOBAL ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

 

British Columbia, Canada		001-41688		N/A
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation or organization)		File No.)		Identification Number)

 

5960 Fairview Road, Suite 275
Charlotte, North Carolina		28210
(Address of principal executive offices)		(Zip Code)

 

(704) 994-8279

(Registrant’s telephone number including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Class A Common Voting Shares, without par value		SGE		NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 2.02 Results of Operations and Financial Condition

 

Strong Global Entertainment, Inc. (the “Company”) issued a press release on November 9, 2023, with earnings information for the Company’s fiscal quarter ended September 30, 2023. The press release is furnished with this Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1.

 

Item 7.01 Regulation FD Disclosure

 

The information set forth under Item 2.02 of this Current Report is incorporated herein by reference. In addition, on November 9, 2023, management of the Company discussed the Company’s financial results for the fiscal quarter ended September 30, 2023, and the Company’s business plan, strategy and outlook on an earnings conference call with analysts and investors. The supplemental slides referenced during the conference call are furnished with this Current Report as Exhibit 99.2.

 

The information contained in Items 2.02 and 7.01 to this Current Report, including in Exhibits 99.1 and 99.2, is being “furnished” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Forward Looking Statements

 

In addition to the historical information in this Current Report and in the exhibits furnished with this Current Report, it includes forward-looking statements which involve a number of risks and uncertainties, including but not limited to those discussed in the “Risk Factors” section contained in our final prospectus as filed with the SEC on May 16, 2023 pursuant to Rule 424(b)(5) under the Securities Act, relating to our Registration Statement on Form S-1, and the following risks and uncertainties: the Company’s ability to maintain and expand its revenue streams to compensate for the lower demand for the Company’s digital cinema products and installation services; potential interruptions of supplier relationships or higher prices charged by suppliers; the Company’s ability to successfully compete and introduce enhancements and new features that achieve market acceptance and that keep pace with technological developments; the Company’s ability to successfully execute its capital allocation strategy or achieve the returns it expects from these holdings; the Company’s ability to maintain its brand and reputation and retain or replace its significant customers; challenges associated with the Company’s long sales cycles; the impact of a challenging global economic environment or a downturn in the markets; the effects of economic, public health, and political conditions that impact business and consumer confidence and spending, including rising interest rates, periods of heightened inflation and market instability, the outbreak of any highly infectious or contagious diseases, such as COVID-19 and its variants or other health epidemics or pandemics, and armed conflicts, such as the ongoing military conflict in Ukraine and related sanctions; economic and political risks of selling products in foreign countries (including tariffs); risks of non-compliance with U.S. and foreign laws and regulations, potential sales tax collections and claims for uncollected amounts; cybersecurity risks and risks of damage and interruptions of information technology systems; the Company’s ability to retain key members of management and successfully integrate new executives; the Company’s ability to complete acquisitions, strategic investments, entry into new lines of business, divestitures, mergers or other transactions on acceptable terms, or at all; the impact of economic, public health and political conditions on the companies in which the Company holds equity stakes; the Company’s ability to utilize or assert its intellectual property rights, the impact of natural disasters and other catastrophic events, whether natural, man-made, or otherwise (such as the outbreak of any highly infectious or contagious diseases, or armed conflict); the adequacy of the Company’s insurance; the impact of having a controlling stockholder and vulnerability to fluctuation in the Company’s stock price. Given the risks and uncertainties, readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results which may not occur as anticipated. Many of the risks listed above have been, and may further be, exacerbated by the impact of economic, public health (such as a resurgence of the COVID-19 pandemic) and political conditions (such as the military conflict in Ukraine) that impact consumer confidence and spending, particularly in the cinema, entertainment, and other industries in which the Company and its subsidiaries operate, and the worsening economic environment. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described herein, as well as others not now anticipated. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except where required by law, the Company assumes no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated November 9, 2023
99.2		Supplemental Slides Referenced During the Third Quarter Conference Call of Strong Global Entertainment, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	STRONG GLOBAL ENTERTAINMENT, INC.
Date: November 13, 2023	By:	/s/ Todd R. Major
		Todd R. Major
		Chief Financial Officer

 

 

 

 

 

Exhibit 99.1

 

 

Strong Global Entertainment Reports Third Quarter 2023 Operating Results

 

Charlotte, N.C., – November 9, 2023 – Strong Global Entertainment, Inc. (NYSE American: SGE) (the “Company” or “Strong Global Entertainment”) today announced operating results for the third quarter ended September 30, 2023.

 

Operational Highlights - Quarter and Year-to-Date

 

●

Industry upgrades continue to drive consolidated revenue growth:

 

	○	Third quarter revenue grew 10% and year to date total revenue increased 36% as compared to the same periods of the prior year.
	○	Third quarter service revenues increased 32% and year to date service revenues more than doubled as compared to the same periods of the prior year.

 

	●	The Company expanded its immersive product offerings in the third quarter with the announcement of a new Seismos flooring product line and securing first commercial installation.
	●	Announced agreement to produce new crime drama series, Endangered, in South Africa.
	●	Completed first two acquisitions following initial public offering (the “IPO”):

 

	○	Unbounded Media Corporation (“Unbounded”), completed in third quarter, which adds production service capabilities to Strong Studios group; and
	○	Innovative Cinema Solutions (“ICS”), completed subsequent to close of third quarter, adding scale to Strong Technical Services group.

 

Mark Roberson, Chief Executive Officer, commented, “We continued to execute on our strategic growth initiatives, growing organically while also adding scale with the first two acquisitions following our IPO. Our business continues to strengthen as demand for our products and services increases, and the recent box office success of several summer releases, coupled with more and more people returning to theaters, is a demonstration of the demand for laser projection and additional enhancements that optimize the viewing experience.”

 

Mr. Roberson continued, “We closed two acquisitions over the past two months, adding Unbounded in September and ICS just this week. These acquisitions are initial steps in a broader growth strategy. We are excited to have both groups join the team as we continue to expand Strong Global Entertainment.”

 

Kyle Cerminara, Chairman of the Board, commented, “We are very excited to see Strong Global Entertainment implementing its growth plans. We believe that we have a strategy in place and a long-term view of the business that will drive meaningful growth and value for our shareholders.”

 

Third Quarter 2023 Financial Review (Compared to Third Quarter 2022)

 

●

Revenue grew 10.3% to $10.9 million compared to $9.9 million in the third quarter of 2022, as demand from the Company’s cinema customers continued to strengthen. In addition, Strong Global Entertainment recognized revenue from its first Seismos flooring product line during the quarter. The Company has been increasing the scope of its services and adding resources to better support its customers and to increase market share in cinema services. Revenue from installation services increased 68% for the quarter and screen sales increased 16%.

 

 

	●	Gross profit increased to $2.8 million, or 25.8% of revenues, compared to $2.4 million, or 23.9% of revenue in the third quarter of 2022. Gross profit from service revenue increased to 21.8% of revenue for the third quarter of 2023 compared to 10.0% of revenues for the third quarter of 2022.
	●	Income from operations was $0.2 million compared to $0.5 million in the third quarter of 2022, as increased gross profit was offset by increased selling, general and administrative expenses, including costs of operating as a stand-alone public company.
	●	Net income was breakeven, as compared to $0.7 million or $0.13 per basic and diluted share in the prior year. The reduction in net income was primarily due to increased selling, general and administrative costs offsetting improved gross margins.
	●	Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) decreased to $0.5 million as compared to $0.7 million in the prior year, primarily as a result of increased selling, general and administrative expenses in the quarter as the Company continues to execute on its acquisition strategy.

 

Conference Call

 

A conference call to discuss the Company’s 2023 third quarter financial results will be held on Thursday, November 9, 2023, at 4:30 p.m. Eastern Time. Interested parties can listen to the call via live webcast or by phone. To access the webcast, visit the Company’s website or use the following link: SGE Webcast Link. To access the conference call by phone, dial (877) 545-0320 (domestic) or (973) 528-0002 (international) and use participant code 375936. Please access the webcast or dial in at least five minutes before the start of the call to register.

 

A replay of the webcast will be available following the conclusion of the live broadcast and accessible on the Company’s website.

 

About Strong Global Entertainment, Inc.

 

Strong Global Entertainment, Inc., (the “Company”) a subsidiary of FG Group Holdings Inc. (NYSE American: FGH), is a leader in the entertainment industry, providing mission critical products and services to cinema exhibitors and entertainment venues for over 90 years. The Company manufactures and distributes premium large format projection screens, provides comprehensive managed services, technical support and related products and services primarily to cinema exhibitors, theme parks, educational institutions, and similar venues. In addition to traditional projection screens, the Company manufactures and distributes its Eclipse curvilinear screens, which are specially designed for theme parks, immersive exhibitions, as well as simulation applications. It also provides maintenance, repair, installation, network support services and other services to cinema operators, primarily in the United States. The Company also owns Strong Studios, Inc., which develops and produces original feature films and television series.

 

About Fundamental Global®

 

Fundamental Global^® is a private partnership focused on long-term strategic holdings. Fundamental Global^® was co-founded by former T. Rowe Price, Point72 and Tiger Cub portfolio manager Kyle Cerminara and former Chairman and CEO of TD Ameritrade, Joe Moglia. Its current holdings include FG Financial Group Inc., FG Group Holdings Inc., BK Technologies Corp., GreenFirst Forest Products, Inc., iCoreConnect, Inc., FG Acquisition Corp., OppFi Inc., Hagerty Inc., and FG Communities, Inc.

 

The FG^® logo is a registered trademark of Fundamental Global^®.

 

Use of Non-GAAP Measures

 

Strong Global Entertainment, Inc. prepares its consolidated financial statements in accordance with United States generally accepted accounting principles (“GAAP”). In addition to disclosing financial results prepared in accordance with GAAP, the Company discloses information regarding Adjusted EBITDA (“Adjusted EBITDA”), which differs from the commonly used EBITDA (“EBITDA”). Adjusted EBITDA both adjusts net income (loss) to exclude income taxes, interest, and depreciation and amortization, and excludes share-based compensation, impairment charges, severance, foreign currency transaction gains (losses), transactional gains and expenses, gains on insurance recoveries, and other cash and non-cash charges and gains.

 

 

EBITDA and Adjusted EBITDA are not measures of performance defined in accordance with GAAP. However, Adjusted EBITDA is used internally in planning and evaluating the Company’s operating performance. Accordingly, management believes that disclosure of these metrics offers investors, bankers and other stakeholders an additional view of the Company’s operations that, when coupled with the GAAP results, provides a more complete understanding of the Company’s financial results.

 

EBITDA and Adjusted EBITDA should not be considered as an alternative to net income (loss) or to net cash from operating activities as measures of operating results or liquidity. The Company’s calculation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures used by other companies, and the measures exclude financial information that some may consider important in evaluating the Company’s performance.

 

EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of the Company’s results as reported under GAAP. Some of these limitations are: (i) they do not reflect the Company’s cash expenditures, or future requirements for capital expenditures or contractual commitments, (ii) they do not reflect changes in, or cash requirements for, the Company’s working capital needs, (iii) EBITDA and Adjusted EBITDA do not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on the Company’s debt, (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements, (v) they do not adjust for all non-cash income or expense items that are reflected in the Company’s statements of cash flows, (vi) they do not reflect the impact of earnings or charges resulting from matters management considers not to be indicative of the Company’s ongoing operations, and (vii) other companies in the Company’s industry may calculate these measures differently than the Company does, limiting their usefulness as comparative measures.

 

Management believes EBITDA and Adjusted EBITDA facilitate operating performance comparisons from period to period by isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. These potential differences may be caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense). The Company also presents EBITDA and Adjusted EBITDA because (i) management believes these measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in the Company’s industry, (ii) management believes investors will find these measures useful in assessing the Company’s ability to service or incur indebtedness, and (iii) management uses EBITDA and Adjusted EBITDA internally as benchmarks to evaluate the Company’s operating performance or compare the Company’s performance to that of its competitors.

 

Forward-Looking Statements

 

In addition to the historical information included herein, this press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the SEC. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

 

Investor Relations Contacts:

 

Mark Roberson

Strong Global Entertainment, Inc. - Chief Executive Officer

(704) 471-6784

IR@strong-entertainment.com

 

John Nesbett/Jennifer Belodeau

IMS Investor Relations

(203) 972-9200

sge@imsinvestorrelations.com

 

 

Strong Global Entertainment, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

		September 30, 2023				December 31, 2022
Assets
Current assets:
Cash and cash equivalents		$	3,110			$	3,615
Accounts receivable, net			7,443				6,148
Inventories, net			3,597				3,389
Other current assets			1,337				4,547
Total current assets			15,487				17,699
Property, plant and equipment, net			1,522				4,607
Operating lease right-of-use assets			4,695				237
Finance lease right-of-use asset			1,004				606
Film and television programming rights, net			8,205				1,501
Intangible assets, net			-				6
Goodwill			2,049				882
Total assets		$	32,962			$	25,538
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	3,576			$	4,106
Accrued expenses			7,326				4,486
Payable to FG Group Holdings Inc.			1,818				1,861
Short-term debt			2,777				2,510
Current portion of long-term debt			37				36
Current portion of operating lease obligations			278				64
Current portion of finance lease obligations			203				105
Deferred revenue and customer deposits			1,515				1,769
Total current liabilities			17,530				14,937
Operating lease obligations, net of current portion			4,478				234
Finance lease obligations, net of current portion			814				502
Long-term debt, net of current portion			169				126
Deferred income taxes			120				529
Other long-term liabilities			525				6
Total liabilities			23,636				16,334
Equity:
Common stock, no par value			-				-
Additional paid-in-capital			15,589				-
Accumulated deficit			(807	)			-
Accumulated other comprehensive loss			(5,456	)			(5,024	)
Net parent investment			-				14,228
Total equity			9,326				9,204
Total liabilities and equity		$	32,962			$	25,538

 

 

Strong Global Entertainment, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2023				2022				2023				2022
Net product sales		$	7,994			$	7,690			$	23,609			$	22,076
Net service revenues			2,926				2,213				15,100				6,370
Total net revenues			10,920				9,903				38,709				28,446
Total cost of products			5,809				5,541				17,579				16,233
Total cost of services			2,289				1,991				8,779				5,538
Total cost of revenues			8,098				7,532				26,358				21,771
Gross profit			2,822				2,371				12,351				6,675
Selling and administrative expenses:
Selling			500				498				1,652				1,723
Administrative			2,139				1,368				9,983				4,138
Total selling and administrative expenses			2,639				1,866				11,635				5,861
Gain on disposal of assets			-				-				1				-
Income from operations			183				505				717				814
Other (expense) income:
Interest expense, net			(88	)			(31	)			(206	)			(82	)
Foreign currency transaction gain (loss)			126				518				(183	)			646
Other income, net			18				11				16				15
Total other income (expense)			56				498				(373	)			579
Income before income taxes			239				1,003				344				1,393
Income tax expense			(205	)			(233	)			(349	)			(417	)
Net income (loss)		$	34			$	770			$	(5	)		$	976
Net income (loss) per share:
Basic		$	0.00			$	0.13			$	0.00			$	0.16
Diluted		$	0.00			$	0.13			$	0.00			$	0.16

 

 

Strong Global Entertainment, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

		Nine Months Ended September 30,
		2023				2022
Cash flows from operating activities:
Net (loss) income		$	(5	)		$	976
Adjustments to reconcile net income to net cash used in operating activities:
(Recovery of) provision for doubtful accounts			(32	)			10
Benefit from obsolete inventory			(47	)			-
Provision for warranty			131				9
Depreciation and amortization			2,438				521
Amortization and accretion of operating leases			48				52
Deferred income taxes			(430	)			(116	)
Stock-based compensation expense			890				97
Changes in operating assets and liabilities:
Accounts receivable			(1,223	)			(395	)
Inventories			(158	)			(556	)
Current income taxes			154				503
Other assets			(7,864	)			1,133
Accounts payable and accrued expenses			5,549				(3,572	)
Deferred revenue and customer deposits			(257	)			(420	)
Operating lease obligations			(57	)			(50	)
Net cash used in operating activities			(863	)			(1,808	)
Cash flows from investing activities:
Capital expenditures			(288	)			(197	)
Acquisition of programming rights			(511	)			(407	)
Net cash used in investing activities			(799	)			(604	)
Cash flows from financing activities:
Principal payments on short-term debt			(358	)			(228	)
Principal payments on long-term debt			(27	)			(20	)
Borrowings under credit facility			6,790				-
Repayments under credit facility			(4,483	)			-
Payments on finance lease obligations			(99	)			-
Proceeds from initial public offering			2,411				-
Payments of withholding taxes for net share settlement of equity awards			(117	)			-
Net cash transferred (to) from parent			(3,001	)			1,285
Net cash provided by financing activities			1,116				1,037
Effect of exchange rate changes on cash and cash equivalents			41				70
Net decrease in cash and cash equivalents and restricted cash			(505	)			(1,305	)
Cash and cash equivalents and restricted cash at beginning of period			3,615				4,494
Cash and cash equivalents and restricted cash at end of period		$	3,110			$	3,189

 

 

Strong Global Entertainment, Inc. and Subsidiaries

Reconciliation of Net Income (Loss) to Adjusted EBITDA

(In thousands)

(Unaudited)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2023				2022				2023				2022
Net income (loss)		$	34			$	770			$	(5	)		$	976
Interest expense, net			88				31				206				82
Income tax expense			205				233				349				417
Depreciation and amortization			129				154				2,438				521
EBITDA			456				1,188				2,988				1,996
Stock-based compensation expense			124				25				890				97
IPO related expenses			-				-				475				-
Unbounded acquisition related expenses			42				-				42				-
Foreign currency transaction (gain) loss			(126	)			(518	)			183				(646	)
Severance and other			7				-				7				-
Adjusted EBITDA		$	503			$	695			$	4,585			$	1,447

 

 

 

Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

v3.23.3

Cover	Nov. 09, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 09, 2023
Entity File Number	001-41688
Entity Registrant Name	STRONG GLOBAL ENTERTAINMENT, INC.
Entity Central Index Key	0001893448
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	5960 Fairview Road
Entity Address, Address Line Two	Suite 275
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28210
City Area Code	(704)
Local Phone Number	994-8279
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Voting Shares, without par value
Trading Symbol	SGE
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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